iNever Knew
by dinosgirl3
Summary: Spencer has some errands to run and Sam is running late for rehearsal – an afternoon alone for Carly and Freddie may change their relationship forever…
1. iHave a Headache

**DISCLAIMER:** I don't own _iCarly_. The story line is my own original work. Any similarities to any situations real or fictional is purely coincidental.

**A/N:** This is my first _iCarly_ fanfiction attempt as well as my first ever post on this site. So far I am planning on it being a short two- or three-chapter post but we'll see if I change my mind and choose to delve deeper and expand on what transpires. This is definitely a Carly/Freddie pairing.

**RATING:** M - sexual situations, depictions of sexual acts

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**PART ONE**  
iHave a Headache

"Hey Spencer, is Carly home?" Freddie Benson asked as Spencer opened the door to the Shay's apartment. Freddie stepped inside.

Spencer Shay slid an arm into the sleeve of his jacket. "Yeah Freddie. She's upstairs lying down. I guess she was feeling kinda blah and thought she should get some rest before rehearsal. You want me to go get her and let her know you're here?" He slid the second arm in the other sleeve and shrugged the jacket into place on his shoulders.

As Freddie opened his mouth to answer, Carly Shay appeared in the room. "I'm up Spencer," she said before turning her attention to Freddie. "Hey Freddie. Is Sam here?"

"Nah – I haven't seen or heard from her yet. But I am a little early," Freddie said taking a good look at Carly. She looked a little tired and less perky than usual. "You feeling okay?" he asked.

Carly shrugged. "I'm fine. Just a little headache, that's all." She gave a small smile that Freddie noted didn't quite reach her eyes. "You want to go upstairs and start setting up?"

"Yeah sure," he said and shifted his laptop in his arms. "I'll meet you up there." He started up the stairs backwards, eyes still focused on Carly.

"All right kiddos," Spencer said, heading towards the door. "I've got to run a few errands. I'll be back in a while. There's some cubed fruit in the fridge if you get hungry." He turned and pointed a finger at Freddie. "Spaghetti tacos for dinner tonight – you in?"

Freddie paused on the staircase. "Awesome – my mom is actually working late tonight so it'll work out perfectly." Plus it meant he'd get to spend a little more time with Carly. Excited at the prospect, he took the stairs two at a time.

"Totally cool." Spencer ruffled Carly's hair. "You gonna be okay little sis?" He felt her forehead and was relieved it was cool to the touch.

"I'm fine, really," Carly said, rolling her eyes. She loved her brother but sometimes he could be a big pain. "It's just a headache. You don't need to worry." She gave him a shove towards the door. "Now get out of here. I'm just gonna wait for Sam so we can start rehearsing for the show. I'll see you later for spaghetti tacos."

He gave her one last concerned look before opening the door. "It's a date," he said taking a step into the hallway. "Later!" He was gone.

As soon as the door closed behind him, Carly flopped back onto the couch. This was the mother of all headaches. She'd thought a nap would have made her feel a little better but apparently she'd thought wrong. Rubbing her temples she willed it to go away. No such luck.

The vibration of her PearPhone interrupted the misery she was momentarily indulging in. She pulled her phone from her pocket and looked at the screen. It was a text from her best friend Samantha Puckett.

_stuck in detention. will b l8. start rehers w/o me_. S

Carly sighed. Typical Sam. Taking a deep breath she stood up and made her way to the elevator. Looks like it would be just her and Freddie for awhile. It was so fleeting, she almost didn't notice the restless fluttering on her stomach. Almost. But the brief thought she envisioned of her and Freddie kissing and making out in the studio confirmed it.

Chalking it up to the headache making her delusional she rode up to the studio. She chose not to acknowledge the fact that she had been having similar daydreams on and off for the past three weeks. As she entered _iCarly_'s base she saw that Freddie had already set up most of the equipment. "Looks like Sam is gonna be late," she said.

"Detention?" Freddie asked, not looking up from the tangle of wires he was messing with.

"Gee – how'd you guess?" Carly asked with a giggle. She immediately regretted it. "Ow," she groaned and pinched the bridge of her nose.

Freddie turned to her. "Are you sure you're okay? Spencer said you weren't feeling well and – not to be rude – but you look miserable." He still couldn't deny that she was beautiful but the usual sparkle he loved about her was dim.

She walked past him and sat down on one of the bean bag chairs. "Gee thanks but I told you - it's just a headache." She may have been acting annoyed but inside she was quite flattered he was so worried about her.

He came over and sat on the bag next hers. "I know a trick that gets rid of headaches."

Carly looked at him skeptically. "Really?"

"Really."

"All right – I guess it's worth a shot. What do I have to do?"

"Put out your hand."

"Ooooooooo…kay." She reluctantly extended her hand, palm-up, in his direction. "Now what?"

"Here, turn you hand in this direction," he said curling his hand around hers and turning it downward. "Now I'm going to gently massage this area right here." He ran his finger ever so lightly along the back of her hand near her thumb. It sent shivers up her spine.

Suddenly uncomfortable Carly tried to convince herself the tingling she was feeling just beneath the surface of her skin had nothing to do with the fact that Freddie was touching her. "Is this just an excuse to hold my hand?" she asked as she pulled her hand away in hesitation, her eyes narrowing with suspicion.

Freddie sighed. "No," he said, again taking her hand in his; but even though he was telling the truth he couldn't help the bit of elation he felt with her hand entwined in his. "Now c'mon. I'm serious. This'll work." Gently he began massaging the soft, fleshy spot between her thumb and pointer finger. "Just relax."

Carly forced herself to close her eyes and focus on the feel of Freddie's fingers pressing and rubbing her hand. His touch was firm but gentle and soothing at the same time and – surprisingly – her headache was fading into a distant memory. She involuntarily moaned softly.

Freddie couldn't help but stare in fascination at Carly. He watched as her head dropped back, a look of complete pleasure on her face. The soft sighs and moans she emitted were packing a punch low in his gut. He licked his lips as he shook his head to clear his mind of all the impure thoughts that were invading it. "Feeling better?" he asked.

"Mmmmmmm…where'd you learn to do this," Carly questioned opening her eyes and focusing her gaze on him. He gave a crooked grin. She never really realized how cute he was when he smiled. His eyes crinkled and his face lit up with a boyish charm. Very appealing.

"It's simple. Your body has a bunch of areas called pressure points that when manipulated can cause certain reactions like, pain relief which is what I am doing here. This spot," he said holding her hand up and gently stroking the pads of his fingers along her palm, "is connected to the nerves that are responsible for sending a message to your brain that your head hurts." He lowered her hand and continued to massage. "Applying pressure to this area blocks the pain messages from ever reaching the brain and, therefore, it relieves the headache." There was no denying the confidence Freddie tended to radiate when he was explaining something he knew a lot about – he was in his element. He sat up straighter, his shoulders squared, his gaze was direct and insightful.

"Wow Freddie – I never knew you knew so much about pressure points and stuff," Carly said adding just the right amount of sarcasm to her voice to hide the fact she was actually impressed and – although she wanted to deny it – intrigued. Intrigued that his hands were so gentle and skillful. She began to wonder what other magic they could work… "What are you – a doctor now?"

Instantly the confidence was gone, hiding again behind a slump of the shoulders and an averted gaze. Even the rhythm of his fingers slowed and became less intense. "Yeah, yeah," Freddie said, discouraged.

Carly immediately felt bad. "I'm sorry Freddie. That was mean. It actually sounds very interesting and it totally seems to be working."

"It's okay. I just wish that sometimes you would see more than just a geek when you look at me," he found himself blurting out before he could stop it. Embarrassed now, he dropped her palm and shifted away from her.

Carly reached out to place a hand on his arm. "Awwww…Freddie. I don't just see a geek." She waited until he turned to her before going on. "I see a loyal guy who is intelligent and caring and sweet." She slid her hand up his arm and placed it on his cheek. "I see a guy who really needs to smile more because he looks so charming when he does. A guy who should run with his knowledge of things because he really comes alive when he does. And – most important – I see you Freddie. You're wonderful and smart and any girl would be lucky to have you." As the words poured from her mouth she realized that she truly meant them. She also was not surprised that somehow, she and Freddie were now only inches apart. She could feel the heat emanating off his body, his nerves trembling in prospect. It fueled her to edge nearer.

"You're just saying that to make me feel better," he said, glancing down at her mouth. He watched as she licked her full lips in anticipation before looking back up into her eyes. He could feel a stirring deep within him. He placed his palm on the bag beside her for balance as he shifted his weight closer to her.

"No," she exhaled, their mouths now a whisper away. He could feel her breath tickle the sensitive flesh surrounding his mouth. "I mean it." She couldn't say who leaned into whom, closing the distance – all she knew was that Freddie's lips were pressed so softly against her own. She held back the whimper of satisfaction that wanted to escape her throat. His kiss was firm yet gentle; so strange yet so natural; so new yet so familiar. When he changed the angle she nearly purred.

For a moment, all thought flew from Freddie's head as all his senses focused on Carly and the intimate union of their mouths. He could feel her lips yield so readily beneath his own; he could hear her breath pattern change. He could smell the fruity mixture of her favorite pineapple and coconut lip glosses and, when he parted his lips slightly, could taste the sticky sweetness. When he dared open his eyes he saw hers flutter open into a half-lidded gaze before again closing on a sigh.

When they finally broke apart for much needed air they could only stare in awe at one another. Freddie watched as Carly's chest heaved and she touched her swollen lips. He couldn't believe what had just happened. Afraid he'd overstepped his bounds he began backing away. "I'm sorry-" he began and was immediately cut-off.

Carly reached out and grabbed him by the collar of his shirt. "Just shut up and kiss me again," she said, already pulling him back towards her. He lost his balance and landed half-atop her. He nearly pushed himself back up, worried he was crushing her, when her lips attacked his. He let out a guttural moan.

Carly was quite enjoying the weight of his chest pressing down on her. She felt so…_protected_ was a word that came to mind. Never would she have imagined this boy who, she now thought with shame, seemed so geeky and solely friend material could bring about such raw feelings of need within her. But everything he was doing was bringing out just that. Her arms crept upward and wrapped around his neck, pulling him in closer.

Freddie hesitantly ran his tongue along Carly's lips – urging them to part. When she obliged, he dipped his tongue in, amazed when she met his with her own. Slowly, clumsily, they brushed tongues, breaths puffing hot and damp against each other's mouths as Freddie's hand instinctively trailed a path up her leg from her knee to her hip, over the subtle curve to her waist. She shuddered as he continued his path up skimming the side of her breast so briefly she nearly protested when his hand veered sideways and cupped her shoulder instead. She wanted so badly for him to touch her but she didn't know how to ask. Instead she arched against him and pushed her tongue further into his mouth.

_Idiot!_ he chided himself. Nerves had gotten the better of him. He could feel the soft swell of her breasts yielding beneath him and had considered caressing them with his hand before he'd lost his courage and slid past quickly. But that one transitory touch had all of the blood in his head draining down to his groin. When she arched against him he thought he'd lose it. Murmuring her name he nipped at her bottom lip and dug his fingers into her shoulder.

Carly rubbed her lips along Freddie's jaw and down his neck. She inhaled his familiar scent and while it comforted her, it also sent the butterflies in her stomach into a frenzy. She pressed gentle kisses where his pulse beat erratically and made her way to his ear. "Freddie," she whispered.

Her breath was hot on his ear yet he felt shivers race up his spine. "What?"

"Ummmmm…you want to go to my room?" Carly asked her heart jack-hammering against her chest. She couldn't believe she'd just asked him that. Not that she didn't really want to continue what they were doing, but it seemed so bold, so brazen.

Freddie was momentarily speechless. "I…uhhhhhh…really?"

Carly nodded, afraid to speak in case she lost her nerve.

"Ummmmm…yeah. Okay," Freddie stammered. This afternoon was becoming more and more incredible. He pushed himself up off of her.

They both stood up and carefully avoided each other's gaze.

Carly pressed the button for the elevator to take them down. They shared a shy, almost awkward look as they waited for the car. Freddie reached out and took Carly's hand in his. It was such a sweet and innocent gesture, yet it promised much more to come.

The elevator arrived and they climbed in – the nervousness in the air so thick they could practically feel it. It was mixed with thrill and anticipation. Again they caught each other's eye and Freddie lightly ran his thumb along Carly's in an attempt to calm them both. Neither could believe this was happening. They rode the elevator down in silence.

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**END NOTES:** Shall I continue? Also - I love feedback, both good and bad, so reviews are always appreciated.


	2. iFeel Good

**A/N:** First of all I want to thank everyone for their totally awesome feedback. All of your kind words and thoughts are truly appreciated. I hope you enjoy the second part. So without further ado, here it is…

**WARNING:** This chapter contains explicit depictions of sexual acts.

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**PART TWO  
**iFeel Good

The silence followed them as they approached Carly's room still hand-in-hand. Carly led the way in but paused at the foot of her bed. They shared an uncomfortable glance before Carly spoke. "So, ummmmm…this is my room."

Freddie feigned an interested look around. Lots of pinks and purples – and the bed looked very soft and a little too tempting. "Nice," he said, shoving his free hand into his pocket.

"So," she said.

"So," he repeated.

Carly could almost have sworn she heard crickets chirping. "Do you wanna, like, ummmmm…sit down or something?"

"Oh yeah – sure, sure," Freddie stammered. He glanced around the room looking for somewhere other than the bed to sit. Even though he was pretty sure of the reason they had come in here in the first place – he was panicky as hell. He came up with nothing. "Where?"

"How about here on the bed," she said with a bemused look that disguised the skittering nerves she felt inside. She sat pulling him down with her – hard enough he caused them to bounce slightly on the mattress. "So," she said again. She really wanted him to kiss her again. Who would have ever guessed Freddie was such a good kisser? Her lips were still tingling from the kisses they had shared in the studio.

Freddie could barely believe he was sitting here with Carly on her bed – he had dreamed of a moment like this so many times. So why couldn't he move? "Ummmm…do you…do you want me to kiss you again?" He cringed at how high his voice had suddenly gotten. It was almost as if it had reverted back to his pre-puberty days.

Carly rolled her eyes as her heart started beating faster. "Duh," she said, although it came out in a much shakier tone than she had hoped.

Freddie swallowed audibly. He knew she was just as nervous as he but she seemed better equipped to handle it. "Okay," he said and leaned into her.

He bumped her nose. "Ow," she said backing away a little.

He turned several shades of red. "I'm sorry."

She giggled. "It's okay. Here." She placed her hands on his shoulders. This time she began leaning into him, her head tilted slightly to the right. He met her the rest of the way and their lips connected squarely.

Instinctively his hands moved to grasp gently at her waist. His tongue again sought hers and when they met, he moaned his appreciation.

The kiss was soft and sweet but with an urgency lurking just beneath the surface. Carly's hands slipped from his shoulders and wound tighter around his neck, pulling him closer.

"Let's lay down," he whispered against her mouth. "Is that okay?" She merely nodded in agreement, feeling it appropriate seeing as this was definitely the direction in which they seemed to want this whole situation headed.

They both toed their shoes off and slid up toward the head of the bed. Carly tossed a few decorative pillows aside onto the floor and awkwardly laid back. Freddie wasn't sure if he should lie next to her, on top of her or what. He sat contemplating for nearly a full minute. He took so long she was beginning to think he'd changed his mind. "Ummmmmm…are you going to lay down too?"

"Uh, yeah" he said, finally deciding beside her would be best. As he made himself prone she turned to him. They lay face to face. This time he didn't hesitate and immediately began kissing her with fervor.

His sudden enthusiasm was part scary and part thrilling to her. Who knew the usually relatively reserved boy across the hall had it in him? When he drew her bottom lip between his own and suckled gently, she almost giggled at the absurdity of it but instead she playfully nipped back as she ran her fingers through his hair sending tingles up his spine.

As his lips toyed with hers, his hands crept slowly to the hem of her top. When his fingers slipped up under to barley brush the smooth skin right above her waistband, he felt her tense beside him. He froze.

Carly broke their kiss briefly to look at him. "It's okay," she said in a breathy voice before again fusing her lips onto his.

He needed no further encouragement. He inched his way up and underneath her top, his palm skimming the warm flesh of her abdomen and up to her satin covered chest. He was met with the supple swell of the female form. The semi-erection he had going turned into a full and complete hard-on. He cupped her breast and gave a gentle squeeze.

A heat was building in Carly's abdomen. It was such a new and exciting feeling driving her to want more. As she swirled her tongue with his, her hands frantically pawed at the bottom of Freddie's shirt. She struggled slightly when pulling his undershirt from the waistband of his pants, her fingers itching to feel his bare skin. When they succeeded on their quest, she gave a small smile of triumph against his lips. She could hear him chuckle deep in his throat – it sent quite a pleasurable vibration through her.

The two lay side by side, kissing and touching, each exploring territory that once before had seemed so forbidden. Teeth clashed as lips feasted and devoured. Moans filled the room as tongues teased and tasted. Bodies trembled as hands stroked and kneaded.

Craving even more contact Carly blurted, "Let's take our shirts off."

Freddie didn't need any convincing. "All right."

"You first."

Freddie sat up and hesitated a split second before he reached for the hem of his shirt. In one swift motion he pulled it and his undershirt up and over his head, struggling with it only slightly in his rush to get it off. He tossed it over the side of the bed. "Your turn." He wasn't sure how he felt. Sure Carly had seen him shirtless before when swimming but this was completely different. This time she was really _looking_ at him.

She took in his bare chest. He looked – _good_. Sure he wasn't a muscle-bound jock type, but what was there was very nice. Although, she did think with a little guilt, he could use some sun. "Okay," she said as she too sat up and pulled her top over her head. She gripped it tightly in her lap suddenly self-conscious. This had been her idea but still. _Stop it! He's seen you in a bikini before and a bra isn't much different_, she scolded herself. But this was much more an intimate scenario than swimming or playing a role on _iCarly_.

Freddie stared in fascination at the sight of Carly in only her bra. The subtle swell of her small breasts just above the purple satin was proving tempting. He didn't realize how hard he was staring until Carly's voice broke his thoughts. "Freddie?"

"Huh?" he replied dumbly.

Her throaty laugh packed a punch low in his gut. "C'mere," she said and reached out as she laid back. As he again made himself comfortable beside her she whispered, "Touch me Freddie."

Fumbling a bit, he managed to slip his hand underneath her bra and find her bare breast. She was small and delicate, her nipple hard and puckered against his palm. The feel of her was so foreign, so amazing, he couldn't believe he was actually touching her.

Carly was reveling in the feel of Freddie stroking her. His hands were just as skilled as she had imagined earlier when he had been massaging her hand. When he brushed the pad of his thumb over her nipple she whimpered. The warm sensation she'd been feeling in her abdomen spread lower and intensified. It was pleasurable and painful at the same time. She squirmed slightly hoping to for some relief. But when he pressed himself harder into her, deepening the kiss and circling her nipple with increasing speed, the warmth turned into a raging fire and she squeezed her thighs together tightly on a long, drawn-out moan.

The sound of pure pleasure surging from her core was audible; Freddie could feel himself getting even harder. He didn't think it was possible. His body was aching for release and he was having a difficult time controlling his actions. He really wanted to climb on top of her and rub their bodies together until satisfaction was reached but that seemed too much to ask of her too soon. In fact, he wasn't sure they should be doing what they were doing now but it sure felt good. Coming to a decision he gave her one last hard kiss and pulled back.

"I think we should stop," Freddie said and, with much reluctance, he rolled away from her.

Carly propped herself up on her elbows looking over at him. "Wait what?" Confusion furrowed her brows. "Why? Spencer won't be back for at least another hour or so." Her body was screaming for him to continue touching her.

Freddie turned toward her tucking his elbow underneath his head and laying his temple against his fist for support. He avoided her gaze and picked at an imaginary thread on her comforter. "It's not that – it's just," he paused, choosing his words carefully. "I'm just afraid if I keep kissing you and touching you like this, I may – you _know_ – want to go further. I…I don't want to do anything to make you uncomfortable."

On the one hand, this was Freddie – her geeky friend with the overbearing, overprotective mother. On the other hand, this was _Freddie_ – her best friend with the kind heart and complete loyalty to her. So while the situation was so strange and so surreal – it was also so comfortable and so…_right_. "Freddie?" she whispered, her voice husky with need, "I don't want you to stop. I…," her hesitation was brief, "Can I touch _you_?"

Freddie was taken aback. "You…you want to touch me?" She bit her lip and nodded. "Like, _down there_?" She nodded again, a slight blush rising on her already flushed cheeks. "Oh…okay."

Her hand tentatively crept down his chest to his waist, past his belt buckle until she found him hard against her palm. A strangled gasp escaped from her throat. "Ummmmm…" she stammered.

"What?" Freddie said, now embarrassed at her reaction.

"It's just…I mean," Carly searched for the right words to say as her hand remained awkwardly on his lap. "I've never touched a…a," she hesitated, "…a guy like this before. Is it supposed to be so…?" she trailed off and opened her eyes wide for emphasis.

It took Freddie a brief moment to get what she was asking. She was stunned he had an erection. "Oh yeah." He could feel the heat rising and coloring his face. "I'm sorry – it's just that we've been kissing and touching and well…" he shrugged.

"It's okay. I was just surprised." Timidly she ran her hand up the length of him though his pants.

He bit back a cry of pure ecstasy as his eyes rolled back into his head. "Oh god," he moaned.

Immediately Carly snatched her hand back. "What? Did I do something wrong?" She was so worried she had ruined the moment. Touching Freddie had given her a thrill she never knew existed. She felt a really strange sensation down below and it seemed her underwear was sliding and rubbing against her like it never had before.

He shook his head willing himself not to explode at her touch. He reached out and took her hand, again placing it on his hardness. "Keep going – it feels good."

Carly took his word for it and began stroking him. "Like that?" she asked. He nodded. Lost in a completely blissful state, his right hand reached blindly for her breast. Sliding his hand in the satin cup he brushed his thumb over her nipple while squeezing gently.

With her free hand Carly maneuvered her bra strap off her shoulder and down her arm allowing Freddie more access to her breast. When he rolled her nipple between his thumb and forefinger she whimpered his name. He barely heard her over the roaring in his head when he sensed her pause. He nearly protested until he felt her beginning to fumble with his belt buckle. As she drew the zipper down her knuckle grazed along the length of him through the thin material of his boxers. His eyes nearly crossed. "What are you doing?" he managed to get out.

She shrugged and sat up to unclasp her bra. As her breasts spilled free he was shocked he didn't embarrass himself and cum right there. The cool air hit her rosy nipples causing them to harden and stand erect. "Touch me Freddie, please," she begged as she lay back down beside him. This time he covered her with his body as his hand cupped at her breast, he used his other hand to support his weight above her. Desperately he merged his mouth again to hers. When he felt her small, delicate hands slide into his pants it took all his willpower not to grind his hips into her.

Carly slowly, rhythmically stroked and rubbed Freddie through the thin material of his boxers. He buried his face in her neck moaning deeply and scraping his teeth along the sensitive flesh where her pulse pounded. Without thinking, he began thrusting his hips in a slight motion, matching the pace of her strokes.

When he dipped his head further and drew her extended nipple between his lips Carly gripped at the bedcover with her free hand. It was then the insistent ring tone of her PearPhone interrupted them. Both sprung apart as if they had been caught. Carly grabbed at her phone and checked the caller ID. "It's Sam!" she said in a panic, fearing somehow Sam could see exactly what they were doing.

"Answer it!" Freddie said, equally panicky. He jumped up and frantically began searching the floor for their discarded clothes.

"Hello?" Carly answered breathlessly.

"Carly?"

"Sam?" She fought with the straps of her bra, tugging them into place on her shoulders.

"You okay Carls?"

"Uhhhhh…yeah. Why?" Carly asked grabbing at the shirt Freddie tossed her.

"You just sound…weird. And totally out of breath." Concern and curiosity were evident in Sam's tone.

"Oh – I uhhhhhh…I just ran up the stairs because I had forgotten something that's all." She gave Freddie a helpless look as he struggled to zip his pants back up while clutching his shirt in his hands.

"Okay," Sam replied dubiously. "I'm on my way – you guys still rehearsing?"

"Actually Sam, Freddie had to go home early. His mom insisted he was in need of a tick bath." Freddie shot Carly a dirty look but she waved it away. She was trying to buy them time.

"All right. Well you want me to come by anyway?"

"No, no. That's okay. I have a headache and think I am going to lie down for awhile," she improvised – hey, it was partway true.

There was a pause on the other line. "Okay then," Sam said suspiciously. Another long pause. "Are you sure you're okay?"

"Yes," Carly said in exasperation. "I'm just not feeling well."

"Well, I'll see you school tomorrow."

"See you Sam."

"Bye."

Carly hung up and let out a sigh of relief. "Tick bath?" Freddie questioned standing in front of her, shirt still in hand.

"Hey," she said punching him lightly in the arm and smiling. "It was all I could think of to keep her from coming over here." She shrugged and diverted her gaze shyly as she pulled the shirt from his fingers and setting it on the bed. "I've been having fun with just the two of us." She looked back up at him through lowered lashes.

Freddie sat back down and sidled closer to her. Swiftly he pulled the shirt he had tossed her earlier from her lap and threw it back on the floor. "Well in that case…" he brought his lips back to hers. "Let's get back to what we were doing."

What they had just been rushing to button, zip or hook were once again loosened and discarded. They continued kissing and exploring each other's bodies. It seemed only natural when Freddie's hand wandered down to rub Carly through her pants. She quite literally saw stars as the friction of her seam against her most sensitive parts sparked a fire that shot through her entire body. "Freddie," she said, her voice trembling.

"You want me to stop?" he asked, slowing his hand movement but not removing it entirely.

She shook her head emphatically. "Help me get these pants off." She was aching for him to touch her without the barriers of clothing. Freddie sat back straddling her calves as she tore at the zipper of her pants. With his help, she managed to shimmy them down her legs. "Take yours off too," she instructed.

Without qualms Freddie shoved his pants down and kicked them off to the side. He stared down at her nearly naked body – only her purple and green striped underwear standing in his way. He let his eyes roam over her body, her firm breasts, her flat stomach and her long, slender legs. When he returned his gaze to her face he admired the way her hair framed her features, the fullness of her lips and the beguiling sparkle in her eyes. "God your perfect," he whispered bringing his lips down and placing a soft, sweet kiss against her mouth.

"This is perfect," she breathed. And truly it was. Everything about what they were doing seemed so pure and true. Neither ever truly thought they would be lying together practically naked on her bed, but here they were – and here they each wanted to be. "Keep touching me Freddie," she practically begged grabbing his hand and guiding it down.

He could feel her dampness through the cotton. He dragged his middle finger up and down her cleft. She whimpered. As he increased the speed and pressure, her moans and sighs grew louder. She threw her arms back gripping blindly at her pillows, her back arching. Taking a chance, he skimmed his finger along the edge of her underwear. When she didn't object, he slipped his index finger under the material and slid it directly against her wet center.

"Mmmmmmmmmm…" Carly could feel something building up ready to burst in her pelvis. When he carefully pushed a finger inside her she shuddered. Her eyes were open but she was blinded by pure pleasure. The sensation of his finger gliding in and out of her was so amazing. The pressure building in her center was intensifying, becoming almost painful, screaming for release. It terrified her. Flailing her arms out she wrapped them around his neck and pulled him fully on top of her making it difficult for his hand to continue touching her and preventing her from the orgasm she naively didn't know she was nearing.

Freddie withdrew his finger from her tight, wet core as she practically yanked him down on top of her. When she brought her lips up to his in an openmouthed kiss he couldn't help but grind his hips into hers. He was amazed he had lasted this long. Now with her rubbing and thrusting against him…

Both teens were moaning and bucking against one another. They each wanted more but neither sure if it should happen.

Figuring she should as least put it out there Carly wrenched her lips from his. "Do you keep any – you know – _protection_ on hand?" she asked, her breath coming out in shallow gasps.

Freddie's eyes grew wide. "Uhhhhh…I have a condom I keep in my wallet." He didn't want to make any assumptions but… "Why?" he asked, more than just curious, his groin tightening in prospect.

Carly shrugged and avoided his gaze. "Just wondering."

"Are you…do you…?" he couldn't quite get the question out.

"Maybe. I think so. What do _you_ think?" she asked, completely unsure of how she really felt.

"Well, I…ahhhhh…if _you_ want to…" he trailed off. His body was screaming a resounding, "YES!"

"Maybe you should get it out just in case."

"You think?"

Carly nodded. Suddenly they heard a door slam.

"Carly?! Freddie?! Sam?! You guys here?" came Spencer's voice from downstairs.

"Oh shit!" exclaimed Freddie, scrambling up off of Carly.

"Oh my god! Hurry, get dressed before he catches us!" Carly hissed as she began plucking their discarded clothes from the floor.

"Guys? You up there?" they heard Spencer call.

Carly wrestled with her shirt as she simultaneously tried to pull her pants up her legs. "Yeah, we'll be right down!" she called out praying he wouldn't come up to look for them. She turned to Freddie who was shoving his arms through the sleeves of his shirt. "Try to act normal."

"Normal?! Seriously Carly, I don't think I can do it," Freddie said sure that once Spencer saw him he would use his special older brother senses and know instantly what had happened between him and Carly. Besides, the bulge in his pants was a pretty big giveaway. He tried to adjust himself.

"Yes you can!" she insisted. "We just have to get through dinner."

"Uh-uh, I can't stay now."

"Why not?"

Freddie looked down at his clearly noticeable erection and then back up at Carly with an "isn't-it-obvious" expression on his face.

"Ooo…ooooh," she said fully understanding. "Ummmmm…go get your laptop and carry it out in front of you. That'll hide it."

"Good idea," he started out of the room but turned back, "I had a lot of fun."

Carly smiled shyly at him. "Me too." She looked down at her shoes and shuffled her feet. "You…uhhhh…want to come back later after Spencer goes to bed?" She looked up at him with a hopeful expression.

Freddie was floored. "What? Are you serious?" She nodded. "Uhhhhh…yeah. Sure." Were they going to continue where they left off? He prayed so.

She feigned a nonchalant shrug. "Cool." Her insides were still burning and tingling with anticipation and desire. "You'd better go get your laptop. I'll see you downstairs."

They stared at each other awkwardly for a brief second before Freddie took off for the studio. Taking a deep breath, Carly headed down to the first level and Spencer.

She found him in the kitchen getting the ingredients for his spaghetti tacos ready. "Hey," he greeted as she entered. "Where are Sam and Freddie?"

Guilt ate at her conscience and she could feel the heat rising up her neck and coloring her face. "Sam couldn't make it and Freddie's getting his stuff together." Carly heard footsteps on the stairs and her panic increased. Could they really get away with this? "Oh – there's Freddie now."

Spencer wiped his hands on a dishtowel and made his way over to where Freddie was trying to sneak a path to the front door. "Fredward – buddy – still staying for dinner?"

Carly noted the strategically placed lap top. She also noticed he was trying to avoid Spencer's gaze. "Ummmmm…actually I'd better go. My mom wants me home."

"I thought she was working late?"

"Oh…uhhhhhhh…she came home early," he stammered. "I'd better go. Bye Spencer." He practically ran out the door before pausing to turn back to Carly. "Bye Carly," he said, "See you later." He gave her a surreptitious look.

"Bye Freddie," she replied a dazed expression on her face.

As soon as the door clicked shut behind Freddie, Spencer turned to his little sister. "That was weird."

"Huh?" Carly said, distracted.

"The way Freddie ran out of here like his butt was on fire." He took a good look at Carly, her cheeks were flushed, her hair disheveled. He gave her a knowing look. "I see what's going on here…" he trailed off.

Instantly Carly stood up straight and her eyes widened in fear. "What do you mean, nothing's going on, we were just rehearsing, you can't prove anything," she strung together as the words just fell in a jumble out her mouth.

Spencer pursed his lips to the side. "Riiiiiiight," he winked at her. "You still aren't feeling well huh? Were you giving Freddie a hard time? I know what a baby you can be when you're sick." He gave her nose an affectionate tweak. "I can't blame the poor guy for wanting out."

Carly nearly fainted in relief. "You're absolutely right."

"C'mon. You can sit here with your feet up while I make us some totally awesome food." Spencer pulled out two kitchen chairs and turned them to face one another. He patted the seat of one inviting her to sit.

She gave a silent sigh of relief – they were safe. "Sounds good." She sat and tried to concentrate on the conversation Spencer kept up while he made dinner, but really, the entire time she was reliving her and Freddie's afternoon and anticipating what the night would bring…

* * *

**END NOTES:** I am thinking at least one more chapter to come - I definitely have to get through the night right?!


	3. iWant You Now

**A/N:** Again I would like to thank each and every one of you for your reviews. I really never expected this much feedback or that so many people would enjoy my quickie little story. I do apologize it took me a while to get this chapter posted. I had a bit of writer's block and a busy couple of weeks.

So, here we go – Carly and Freddie in a secret midnight rendezvous…

**WARNING:** This chapter contains explicit depictions of sexual acts.

* * *

**PART THREE  
**iWant You Now

Carly paced the length of the couch, the glow of the television lending an eerie look to the otherwise darkened room. Spencer had gone to his bedroom about twenty minutes earlier. She'd heard him turn the bathroom faucet both on and off indicating he was done brushing his teeth. There was still a small line of light peeking from beneath the bottom of his door and she could still hear him shuffling about. She kept her eyes glued to the light. The minute it vanished she began a countdown of ten minutes – the typical length of time it usually took before Spencer would start snoring. She looked at the clock. Eleven forty-eight.

He didn't disappoint. Precisely ten minutes later, Carly heard the faint reverberation of Spencer's breathing. Dashing over to her PearPhone she'd left on the coffee table she texted Freddie.

_S is asleep. come over. text me when ur outside._

She continued pacing until she felt her phone vibrate in her hand. Glancing down at the screen, she tried to ignore the nervous flutter that erupted in her stomach from such a simple message.

_im here_

Listening one last time to ensure Spencer was still snoring, Carly made her way to the front door. Quietly she slid the chain from its lock and twisted the deadbolt before gripping the knob in her sweaty palm. With a deep breath to calm her nerves, she pulled the door open.

Freddie nearly jumped as Carly appeared before him. She was clad in pair of comfy pajama pants covered in multi-colored butterflies and bright blue, fuzzy slippers. Her camisole top was a vibrant red and he could clearly see she was not wearing a bra beneath it; her nipples were straining against the thin cotton. He could immediately feel himself hardening just at the sight of her. "Hey," he said in a soft voice.

She placed a finger to her lips silently communicating to him to keep quiet. He nodded his understanding and treaded softly inside. Behind him, Carly shut the door slowly to keep it from creaking or making any other such noises. She then shut off the television. Taking a moment, they let their eyes adjust to the dark before they made a stealthy retreat to her room.

Once inside the sanctuary of her bedroom she shut the door. She'd left a small desk lamp on bathing the room with a soft, rosy tone. The two teens stared at one another – Carly with her back pressed up against the door and Freddie standing motionless at the foot of her bed. She took that moment to drink him in. His hair was slightly damp, like he had recently gotten out of the shower, and he was wearing some plaid pajama pants with a loose gray t-shirt. On his feet were a pair of white socks. She almost giggled remembering he once said he defied his mother by sleeping in his socks – _just_ his socks. It was a sight she wouldn't mind seeing just now.

_Focus Carly_, she told herself. Trying to push that ridiculous image out of her head she broke the silence and spoke first. "I'm glad you came." Inside she cringed. It seemed like such a stupid thing to say.

"Me too." _So much for thinking this might not be so awkward_, Freddie thought. "Are you sure Spencer won't wake up to come check on you?" he asked, a little nervous at that prospect as well as the prospect of what was supposed to happen tonight.

Carly shook her head willing her feet to move. "Nah," she said, making her way over and stopping to stand right in front of him. She was close enough she could smell the fresh scent of soap mingling with his skin. She inhaled deeply feeling her blood begin to stir. "He sleeps like the dead. One time Sam and I were watching a horror movie and he never even woke up or came to check on us when we started screaming at the really scary parts. We could've been being attacked by a psycho maniac wielding a chainsaw and he would have been none the wiser."

Freddie chuckled and reached out to toy with a silky strand of her hair. "I would protect you." _Geez, what's with the lame clichéd lines_, he scolded himself.

But Carly didn't seem to mind. Instead she sidled closer to him as his fingers slid from her hair to her shoulder and down her arm before they linked with her own. "Are you gonna kiss me now or what?" she asked suddenly feeling bold.

Freddie stared at her lips, so plump and inviting. He unconsciously licked his own then smirked. "I thought you'd never ask," he said, right before his mouth crushed down onto hers.

Carly felt a thrill race up her spine as Freddie slipped his tongue in her mouth to tease her own. She opened her mouth wider, allowing him more access, as her arms snaked around his neck. Pressing herself further into him she moaned softly.

The feel of her breasts against his chest was very tempting. So much so his hands slipped from where they had been lightly been gripping her waist up to cup them softly. With his thumb he traced the outline of her nipples through the material of her shirt. When she whimpered he gently rolled each one between his thumb and forefinger as the remainder of the blood in his head rushed southward.

The way his fingers were manipulating her body sent a tingling sensation down her center where it throbbed almost uncomfortably; she could feel herself getting wetter and wetter as he continued his ministrations. It was driving her wild; she wanted his hands on her bare skin _now!_ Impatiently she tore her lips from his and pulled the offending shirt over her head, carelessly tossing it aside. Grabbing his hands she placed them again on her chest.

A guttural moan escaped from Freddie's throat. Unable to control himself he roughly squeezed at her bare breasts as he nipped at her bottom lip with his teeth. Her cry of shock was swallowed as he again fused his lips to hers. She lifted her hands to press them against his chest as a warning to slow down but instead found herself clutching desperately at the thin material of his t-shirt, dragging him even closer. Retaliating, she pulled his bottom lip in between her own and suckled not-so-gently before releasing it and running her tongue along to soothe. She felt him smirk against her mouth.

Thoroughly aroused the two teens continued to taunt and tease each other with their mouths and their tongues, Carly could feel Freddie's erection pressing hard into her hip as he ground against her. "Let's get in my bed," she said, her breath tickling his ear.

"Okay," he replied.

Carly pulled back the covers and paused. "Should we take our clothes off?" she asked suddenly very nervous. She wondered if that was the appropriate thing to do. She wanted to but it was a daunting thought.

"Oh…uh…underwear too?" Freddie swallowed hard, his mouth and throat dry. He was going to see Carly naked!

Carly gave a small shrug and feigned interest in the intricate design on her bedspread. "We can leave that on I guess." She breathed a small sigh of relief but then she saw a flicker of disappointment cross Freddie's face. "Well, for now at least…" she amended.

"Okay," Freddie said as he pulled his shirt over his head. He looked over to see her standing with her hands clutching the drawstring of her pajama bottoms. She wasn't moving. "Are you all right? Do you not want to do this?" _Please let her say she wants to, please let her say she wants to_, he chanted internally.

Carly shook her head. "No I do," she said with conviction. "It's just," she paused, "You go first." She lifted her chin and gestured toward his bottoms.

Freddie shrugged and reached down to remove his socks before he tucked his thumbs in the waistband of his pants and shoved them down his legs to pool at his feet. He kicked them aside. He stood before her clad in only a fitted pair of black boxer briefs he'd chosen to wear for the occasion. His erection was obvious and he didn't care. Crossing his arms across his chest he looked squarely at her. "Your turn."

Carly nearly giggled at the sight of his member straining against the tight material of his underwear. It was almost – embarrassing. But not for him – for her. She was so intrigued at the length and the way it pushed against the fabric that she knew she was staring. "Oh…ummmm…my turn." Tearing her eyes away she untied the drawstring of her bottoms as she stepped out of her slippers. Then she tugged the material down her thighs, shimmying her hips a little to maneuver it over the subtle swell of her hips. Pulling them off completely, she was left in only her white lace boy shorts – the only "sexy" pair of underwear she owned.

If Carly hadn't been watching him, Freddie would almost have given in the urge to reach down and stroke himself. She looked amazing standing nearly naked before him – her full lips were swollen and flushed, her hair fell in a silky curtain down her back and partway hid her rosy pink nipples as it curled around her breasts. Her torso was heaving with every breath and her flat stomach accentuated by the scalloped edge of her lacy underwear. Her slender legs with her creamy white thighs looked smooth and tempting. He licked his lips. "Wow," was all he could get out.

Carly rolled her eyes to hide her shyness and smiled at him. "C'mon," she said hopping in the bed and pulling the covers partway up to appease the modesty she was beginning to feel. "Or are you just going to stand there all night staring?"

Freddie literally shook his head to bring his mind back to the mission at hand. "Sorry, you just look so amazing," he said climbing in beside her and laying half atop her beneath the covers. It was a strange sensation and a really big turn-on. Bringing his mouth to hers he kissed her softly before rubbing his nose against hers in a playful manner.

She giggled and poked him in the ribs. "Stop being silly," she chided. He rubbed noses again. "Freddie!" she mock scolded.

"What?" he asked a look of innocence on his face. "Ow," he said and twisted away as she poked him again. "All right, you asked for it." He began tickling her sides.

Carly squirmed beneath him and attempted to retaliate. The two were caught in a tangle of limbs and bed sheets as they giggled and laughed, play fighting in the middle of her bed.

In a swift, agile motion, Freddie caught her wrists in his hands and pinned them above her head as he fell atop her. "Gotcha!" he said, his face inches from hers. They were breathing heavily and he could feel her heart beating erratically beneath his own. He saw her smile fade from her lips and a hunger appear in her eyes. He needed no words. On an oath, his mouth assaulted hers.

The intensity of the kiss literally took her breath away. She let out a long, drawn-out moan as she was helpless beneath him. He still had her arms pinned to the bed and even though she should have felt vulnerable, she instead felt powerful. She was bringing out a side of Freddie she never knew existed. And he, her. "Mmmmmm…touch me," she murmured hot against his mouth.

He did as she asked. Letting go of her wrists he roughly grabbed at her breasts, raining kisses down her neck, her collarbone to her breasts. Cupping one he brought her nipple to his lips and flicked it lightly with the tip of his tongue. She sighed as he continued to tease and lick first one, then the other. When he finally drew one taut peak into his mouth she arched beneath him and groaned his name, her legs moving restlessly against the mattress.

Freddie continued to kiss and lick a trail down her ribcage to her stomach. He kissed and tasted the soft skin covering her abdomen, inhaling her familiar and intoxicating scent. He reached the swatch of lace covering her most intimate parts. Tentatively he kissed her though the material. Then again. He gently tried to ease her thighs apart. He met resistance.

"Freddie?" the uncertainty was clear in her voice. She wanted him to continue what he was doing but this seemed so _intimate_.

He pushed himself back up on his arms and bent to give her a reassuring kiss. "Do you not want me to?" he asked. "I don't want to do anything that you're uncomfortable with."

Carly closed her eyes and swallowed her modesty. Opening them, she gave him a wavering smile. "No, it's okay. I trust you."

"You sure?" he asked. She nodded. "If you don't like it tell me and I'll stop," he said, quite nervous. He wanted so badly to make her feel good.

Carly lifted her hips off the bed and timidly pushed her underwear down. Freddie felt his stomach roll and flip as she slid them further down her hips to the tops of her thighs to expose herself to him. They avoided each other's gazes as he helped her pull them the rest of the way down and off.

Silently Freddie again began kissing a trail down her abdomen to her heated core. This time Carly let him spread her legs apart. She bit her lip and stared up at the ceiling trying to fight the extreme feelings of exposure and embarrassment she experienced as Freddie rubbed his lips over the sensitive skin of her inner thighs moving closer to her swollen, aching center.

Freddie's mind was racing a mile a minute as he kissed the silky soft skin of her legs. What if he didn't do this right? What if it just turned out to be awful? Swallowing hard he decided he just needed to go for it before he lost his nerve. Awkwardly he stuck his tongue out and very lightly ran it over her most delicate flesh. When she didn't respond, he added a little more pressure, sliding the tip in between the damp folds, inadvertently hitting the tiny bundle of nerves she was only vaguely aware existed. Her body automatically reacted and reared beneath him as a small gasp seeped from her lips. Gaining confidence, Freddie encouraged her legs even farther apart, exposing even more of her. This time she didn't fight him. Again he slipped his tongue over her swirling and flicking in an attempt to please her.

His tongue was eliciting feelings of such pleasure Carly was worried she was going to scream out loud waking Spencer. She closed her eyes and tipped her head back. She ground it into the pillow twisting it from side to side as she reached down with one hand to run her fingers thorough Freddie's hair forgetting her embarrassment. When he plunged a finger into her while continuing to satisfy her orally her eyes opened blindly. "Oh god," she moaned. The intense pressure she had been feeling in her pelvis earlier in the afternoon was coming back and once he pushed a second finger in it had returned full force. When he made a "come hither" motion with his fingers against the front wall of her insides while he suckled on her clitoris she shuddered and began wriggling uncontrollably. "No more Freddie," she sobbed.

Freddie immediately stopped kissing and licking her but kept sliding his fingers in and out of her wetness as her request sounded more like a demand for release than one of cessation. He looked at her, taking in her flushed skin and the light sheen of perspiration covering her torso and forehead. He knew she was nearing the edge. He intensified his thrusts, bending and twisting his fingers with a purpose.

"Freddie…stop…please…" she begged in a drawn out groan of pure ecstasy as she writhed on the bed, her hands clenching desperately at the sheets as she tried to fight the blissfully painful sensation strengthening deep within her pelvis.

Freddie continued to curl his fingers deep inside her, knowing full well her pleas were not sincere. "Uh, uh," he grunted. "Let go Carly. Just. Let. Go."

Carly obeyed and a strangled cry escaped her throat as she plummeted over the edge. Her body went into a frenzy, bucking and shuddering as explosions of pleasure burst outward from her core invading even inch of her, sparking her already sensitive nerves. It was unlike any other feeling she had ever experienced before.

Freddie could feel her warmth quaking around him. His face broke into a smile of triumph as he watched Carly indulge in her orgasm without abandon. It gave him a thrill as well as a sense of satisfaction. Withdrawing his fingers he bent down to kiss her quivering lips as she trembled beneath him, coming down from her euphoric state.

Carly attempted to lift her arms to pull him close but they felt as if they were made of lead. Her body was so sated, so relaxed, she couldn't do much of anything. Lazily she kissed him back. When he drew back to look down at her she spoke, her voice hoarse with gratification. "Was that an…did I just…?" she trailed off, surprised and slightly embarrassed.

Freddie smiled and nodded before pressing his lips to her again.

"Wow."

"Yeah wow," he said tracing her jaw with his fingertip. He continued trailing a path down her neck, over where her pulse was slowing but still strong; down her collarbone, her smooth, milky skin glistening with beads of perspiration; down to where her nipple stood attention, begging to be touched. He stroked the pad of his finger ever so lightly over the tight bud and he felt her arch beneath him.

_God he has such wonderful hands_, Carly thought to herself as she felt her blood again stirring beneath his fingers. Suddenly re-energized she lifted her arms to draw lazy patterns over his back. She felt his skin break into goosebumps at her soft caresses. Slowly she made her way to the waistband of his briefs. She hesitated a moment before slipping her hands beneath the fabric and pushing it over and down revealing his butt. Freddie immediately rolled off of her and finished shoving his underwear down to his feet, kicking them off the bed to the floor.

Carly took the opportunity to switch positions and scooted beside Freddie leaning her torso on top of his. She trailed her hand down his chest, over his abdomen to his throbbing erection. Uncertainly she wound her fingers around his girth. She felt it jump in her hand. His groan was cut off when she pressed her lips to his to cover up the fact she was beginning to freak out. It occurred to her that she was touching a guy. A _naked_ guy. More specifically – a naked _Freddie!_

Taking deep breaths to calm herself she tried to concentrate on the pressure and rhythm of her strokes up and down the length of him. As she increased both, she felt him become less and less responsive to her kisses. In fact, when she pulled back to see if he was okay, he didn't even protest. She was getting ready to pull her hand back and ask him if something was wrong when she noted his eyes were rolled back, his mouth partway open, small, uneven pants escaping with every movement of her hand. It was quite obvious he was completely lost in a state of ecstasy. Slowly, without stopping the actions of her hand, she slithered down him until her mouth was flush with his groin. Swallowing hard, she poked the tip of her tongue out and shyly brushed it over the tip of his erection. His hips bucked. "Jesus Carly," he growled.

She pulled back and sat up. "Do you not want me to?" Suddenly unsure, she began to feel stupid and inexperienced. She thought all guys wanted this right?

"You just surprised me, that's all." He gave a nervous laugh. His body was quivering with anticipation, demanding he let her continue what she had been getting ready to do. But his mind was telling him to be cautious. "And I don't want you to feel like you have to just because, you know – I did it to you."

"That's not why – I _want_ to do it," she said and he nodded his approval. Bending her head down, she took a deep breath. Holding the base of him in her hand she parted her lips sliding the length of him in between.

As her mouth closed hot around him he hissed a breath through his teeth. She immediately pulled back a second time. "Did I do something wrong?"

He glanced down at her as she looked up at him, her mouth still puffing hot, damp breaths against his most sensitive parts. He shook his head. The picture was so erotic that he internally recited the elements of the periodic table to keep himself from exploding beneath her lips. Once again in control he gave a nod. "No – keep going. You were doing everything right – it just felt really good."

"Okay," Carly whispered and again took him into her mouth. She moved her head up and down, keeping her lips closed gently around him. She could hear his moans and feel his hips twitching beneath her. She was shocked at herself for doing this – even more shocked that she actually found herself enjoying it. Knowing she was pleasing Freddie in such a way, a way she was pretty sure he had never been pleased, was quite a rush. She changed her speed, quickening the pace, licking the salty fluid now pooling at the tip of his member.

Freddie fought hard to control himself. But when she began to increase the pressure as well, his hips involuntarily thrust forward as his hands dove into her hair forcing her to take him deeper into her throat.

While Carly wanted to oblige, it was too much. Her gag reflex had her eyes watering. Realizing what he was doing Freddie untangled his fingers from her hair and pulled her up eye level to him. "I'm sorry," he said, his cheeks flushing as he cursed himself for doing that to her.

She coughed softly. "It's okay," she soothed wiping away a tear that had escaped down her cheek and giggling. "_I'm_ sorry I gagged. I hope I didn't ruin it for you."

Freddie gave a small smile and brushed a strand of hair from her face. "Nah. I liked it a lot."

"Do you want me to keep going?" she asked with a questioning stare, her lips plump and swollen. He couldn't resist the urge to brush a kiss against them. "That doesn't answer my question," she teased lightly when he broke the contact.

Freddie thought for a minute. He really did but if she continued to satisfy him orally, he knew he would never make it to actually making love to her – that is, if that is still what she wanted to do. God, he was anxious to. "That depends," he said.

"Depends on what?"

"Well…ummmmm…on whether or not…ahhhhhhh…whether or not you still want to," he paused, "_you_ know…"

"Oh," she said, her cheeks reddening. "Did you bring your…" she trailed off.

He shook his head yes. "It's in the pocket of my pants."

"Good," she said.

"Good?" She nodded. "So you want to…" he trailed off.

Panic took over her body. "Now?"

Picking up on her distress he attempted to pacify and ran a hand over her bare back. A lot of good that did for him. Her skin was so silky and smooth… He shifted uncomfortably on the bed. "Not now unless you're ready," he said. "Or, I can leave if you want." _What are you saying Fredward?_ he screamed silently to himself.

Carly thought a moment. She really was scared and nervous. But – this was Freddie. And who better to share her first time with than someone who meant something special to her? Her innocence was something she could never take back and she didn't want to give it to someone who wasn't an important constant in her life. Freddie was.

Coming to a decision she cupped his face in her hands. "I'm ready."

If she was panicked before, he was absolutely freaking out now. "Are you sure?" His voice was high and awkward. They were really going to do this!

She nodded and kissed him softly. "Do you have the…uhhhhhhh…the condom?" _Breathe Carly, breathe_, she recited internally.

"Yeah." As Carly sat beside him, he reached over the side of the bed and pulled the small, square packet from his pant's pocket. He held it up for her inspection.

Though she was unsure of how to put it on him, she offered anyway thinking it was expected of her. "Do you want me to…ahhhhhhh…put it on for you?"

"What? Oh no. That's okay," Freddie said afraid if she attempted to do it instead of him, he might explode at her touch before the condom was even on. He didn't want to embarrass himself that way. "I got it." With nervous, trembling fingers, he ripped open the packaging and extracted the condom. He looked at it. It looked and felt foreign in his fingers. Not wanting to let on this was all new to him, he slipped the condom on and rolled it down with confidence but really he was praying he'd done it correctly. "So," he said not quite positive how to initiate this. "Ummmmm…why don't you lie down."

"Okay," she said her heart hammering so hard she was certain he could see it through her ribcage. She laid back against her pillows. Freddie situated himself between her legs.

"Are you sure you want to do this?" he asked as he hovered above her although he was pretty sure _he_ was at the point of no return now.

"Yes Freddie," she breathed, her heart continuing to pound in her chest, a combination of pure lust and sheer panic.

"Okay." He positioned himself at her entrance. He attempted to slide into her. Once. Twice. No such luck. She was so wet he kept sliding against her rather than into her.

"What is it?" Carly asked after his third attempt missed as well.

"Uhhhhh…nothing," he mumbled. "It's just that…uhhhhhh…I'm having a little trouble getting it…ummmmm…getting it in." He turned crimson.

"Let me help," she said as she maneuvered her hand in between their bodies. Was this really happening? She carefully guided him into place. "Okay, now go slowly."

Freddie did as she instructed, although his body was aching for him to just plunge into her in one swift motion. It took all of his self-control to keep his movements slow and measured. Gently he pushed forward keeping the motion steady. As his tip inched its way into her, she let out a small cry of pain and shock.

Freddie immediately froze. "Did I hurt you?"

Carly shook her head. "No," she lied, "I was just surprised, that's all. Keep going." As he slid further into her she could've sworn her insides were being torn apart.

She was so tight, so wet, so warm around him. It was a sensation he would never forget. With a grunt he gave one final push, his entire length filling her. She let out another involuntary whimper.

Again Freddie ceased his movements. "Carly," he saw her bite her lip and turn away, "what is it?" His body and mind were on two entirely different levels. His arms were beginning to quake with fatigue not only from supporting his weight, but from overwhelming need for release as his erection throbbed relentlessly inside her snug core. But he knew they couldn't go through with this if it wasn't what she wanted and he didn't want her to endure any pain only for his expense. "Do you want me to stop? Really, I will."

Blinking back the tears threatening to fall she turned her gaze back to Freddie. "It's a little late for that don't you think?" she asked with a small, brave smile, willing the searing ache in her pelvis to go away. She was pretty sure this would count as no longer being a virgin – right? And, despite the pain, she really did want to do this – to share this moment with Freddie. She reached up and cradling his face in her hands, pulling him lower for a kiss. "I want to do this."

Freddie started to protest. "But I'm hurting you-"

She silenced him with another kiss. "I'll be okay. I promise."

"You sure?"

She nodded. "Just go slowly," she said squirming slightly at the discomfort and fullness she was feeling with him still inside her.

"Okay." Very gently he began thrusting his hips against her. He watched as she tried to hide the fact she was wincing with every movement.

Carly gritted her teeth and tried to think of anything to distract herself from the raw soreness of her insides. She focused on what to do with her arms. She at first wrapped them around his neck. But that seemed to throw off his balance, and their already clumsy rhythm became even more so. She then lowered them slightly so they were on his shoulders and found that this way she was able to support herself and move her hips to match his tempo. Their awkward pace became much less so and even though there was a lingering dull ache with each movement, the pain was indeed dwindling.

Freddie's shoulders and forearms were burning from sustaining his weight but he barely noticed. All he felt was the gratifying sensation of Carly hot and tight around him. Each and every thrust sent a mind-numbing effect throughout his body. He could feel all of his pleasure pooling in his groin, tightening, preparing for release. He let out a throaty groan and began pumping in earnest.

Breaths coming out in shallow gasps, Carly tried to match Freddie's frenzied pace. She could tell he was losing control when suddenly he hit a spot deep within her. She cried out in shock, as she almost thought for a moment there that she needed to pee. He continued pulling in and out of her, again hitting the spot and again the fueling the urge. She was getting ready to tell him to stop when the feeling slowly began morphing into one of pleasure, pure and concentrated. So much so that she forgot about the still tender feeling where she had been stretched and focused completely on the warm, slightly irritated but wonderful feeling spreading from her core through her limbs to the tips of her fingers and toes. "Mmmmmmm…Freddie," she moaned, throwing her head back and sliding her hands down to cup his butt and pull him in closer, deeper.

Upon hearing her moan his name he completely lost it. "Jesus Carly," he growled, "I think I'm gonna-" his words were cut off by a groan that reverberated from his chest as his groin tensed for one blissfully painful moment before exploding into a mad, pulsing orgasm.

Carly reached up and pulled Freddie's lips to hers for a kiss as his body twitched and shuddered against her. She let out a sigh as her own body tingled with satisfaction.

They lay still for several moments, hearts pounding, breathing labored, until Freddie finally rolled off afraid the weight of his body bearing down on her was too much. The room was uncomfortably silent.

Once his heart rate returned to normal Freddie turned to her. "You okay?"

Carly nodded and ran a hand through her tangled hair. "I'm fine. You okay?"

"Yeah, just let me…" he trailed off and gestured toward the condom.

"Oh, right." She tried to nonchalantly look away as Freddie stood up but couldn't help but peek at his naked form.

Freddie tossed the used condom into a nearby trash bin. When he turned he caught Carly staring at his bare backside. She looked up at him with a sheepish look. "Sorry," she shrugged.

He merely smiled and climbed back in her bed beside her, pulling her close. "S'okay," he murmured. "That was awesome."

"I know. I can't believe we did it." Her insides felt tender, as if they were bruised black and blue. But it was mingled with a feeling of awe. She and Freddie had really done it. Sure it wasn't all bells and whistles as she had imagined it would be, and the sex itself was extremely uncomfortable and a little awkward but still – it was amazing. It was an experience no one could ever take away from them – and one she was so glad she had shared with him. She snuggled into his body feeling safe and warm.

Freddie kissed the top of Carly's head. He was in shock at what had transpired. Never in his wildest dreams did he think he and Carly would ever be here, lying together, reveling in the afterglow of lovemaking. Before he knew what he was doing he opened his mouth and the words tumbled out. "I love you, Carly."

Carly stiffened beneath him. Sure, Freddie must have said the same sentiment to her numerous times throughout their friendship, she was well aware he'd always had a crush on her. But this time, it was different – more heartfelt, more serious. It caused a panic in her she didn't quite understand. While she wanted to say it back, she couldn't. "Ummmm…thank you…" she mumbled.

Freddie could have kicked himself. Of course it was too soon for that. "I'm sorry," he said, holding her in his arms a moment longer. Then, knowing he'd made the situation even more unnerving now, he loosened his grip on her. "I'd better get going I guess."

Relief and reluctance waged a battle inside of her. "Okay."

Silently they got out of her bed and dressed slowly. The entire time Freddie was trying to think of a way to ask whether or not this meant they were now together – a couple. But he was afraid.

Carly couldn't quite wrap her thoughts around how she was feeling. What they had done had been so special – so momentous. But she knew Freddie was now probably thinking they were boyfriend and girlfriend. And while she wouldn't mind doing this again, she didn't know if she was quite ready to commit to anything with him just yet. What if it didn't work out? Then where would that leave them?

Once they were redressed Carly opened her door and led the way back downstairs. They tiptoed to the front door and Carly opened it quietly. Freddie stepped into the hall and turned to her. "Carly?" he said softly.

She looked up at him with a smile, but the stiffness of it revealed her discomfort. "Yes Freddie?"

He swallowed hard. "I…uhhhh…I had fun," he said, deciding it best to just enjoy the moment for what it was and worry about their future as a couple later.

Her smile turned genuine. "Me too." She instinctively kissed him on the cheek. "Bye Freddie. I'll see you later."

"Bye." As the door closed behind him both teens fell against the hard wood each struggling with their own emotions and wondering just where their friendship was going to go from here…

* * *

**END NOTES:** I am sure I am going to get some flak for leaving the ending all weird and awkward like I did. But hey – it's more true to life than not. Not everyone's first time is all roses and sunshine. Sometimes it is just downright awful. I kind of wanted a blend of the two. Besides, I am hopefully setting up for something else…

This will be the last chapter but I am already in the process of putting together a companion piece, a sequel of sorts, which will take place about three months following the events of this fic if anyone is interested. Right now it is loosely titled _iNever Knew This Would Be So Hard_ (if anyone can come up with a better title idea I would love it) and it will deal with the fallout of all that has happened between Freddie and Carly and not only how they deal with it, but how their friends and family deal with it as well. I would love to try and keep it rated T (there seems to be a bigger audience for that rating) but I already know me and most likely at some point it will end up with an M rating. I just can't help it. *shrugs*

Anyway – thanks for reading everyone! If you are interested in a sequel, please let me know. Or if you have any ideas, I'd love to hear those too! Take care! :)

*****EDIT***** The sequel has been posted for those of you who are interested.


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